Bill Text: MI HB6420 | 2019-2020 | 100th Legislature | Introduced
Bill Title: Businesses: nonprofit corporations; publication of articles of incorporation of municipal health facilities corporations; revise to make reference to the local government public notice act. Amends secs. 206, 207, 255 & 256 id 1987 PA 230 (MCL 331.1206 et seq.).
Spectrum: Bipartisan Bill
Status: (Introduced - Dead) 2020-11-18 - Bill Electronically Reproduced 11/18/2020 [HB6420 Detail]
Download: Michigan-2019-HB6420-Introduced.html
HOUSE BILL NO. 6420
November 12, 2020, Introduced by Reps. Bolden,
Meerman, Coleman and Steven Johnson and referred to the Committee on
Government Operations.
A bill to amend 1987 PA 230, entitled
"Municipal health facilities corporations act,"
by amending sections 206, 207, 255, and 256 (MCL 331.1206, 331.1207, 331.1255, and 331.1256), section 206 as amended by 1994 PA 398, sections 207 and 256 as amended by 2010 PA 331, and section 255 as added by 1988 PA 502.
the people of the state of michigan enact:
Sec. 206. (1) Except as provided in section 203,
the incorporation of a corporation by a county shall be is accomplished by approval of articles of
incorporation by resolution of the county board of commissioners. The
incorporation of a subsidiary corporation by a county shall be is accomplished by approval of articles of
incorporation by resolution of the county board of commissioners.
(2)
The articles of incorporation of a corporation or subsidiary corporation established
by a county shall set forth the must include all of the following:
(a) The name
of the corporation or subsidiary corporation. ; the
(b) The purposes
for which it the corporation or subsidiary corporation is
created , which that may include all of the purposes for
which a corporation or subsidiary corporation may be organized under this act. ; the
(c) The number,
terms, and manner of selection of the officers of its the board
of trustees of the corporation or
subsidiary board of the subsidiary corporation, as
applicable, which shall that must include a chairperson and a
secretary, and a general description of their respective powers and duties. ; the
(d) The date
upon on which the incorporation becomes of the corporation or subsidiary corporation is effective. ; and the
(e) The name
of the newspaper in which or link to the website where the county clerk is
publishing or posting the articles of incorporation shall be published. under section 207(1).
(3) The
articles of incorporation of a subsidiary corporation shall must also
contain the name of the corporation acting as its parent , and
shall must specify the size of the subsidiary
board in accordance with section 209(1).
(4)
The articles of incorporation of a corporation established by a county may
specify transactions otherwise within the powers of its board of trustees which shall that must require approval by resolution
of the county board of commissioners, and may also contain other matters provisions considered expedient to be included for inclusion in the articles of
incorporation.
(5) The articles of incorporation of a subsidiary corporation incorporated by a county may specify transactions otherwise within the powers of its subsidiary board which shall that must require approval by resolution of the board of trustees of its designated parent corporation, and may also contain other matters provisions considered expedient to be included for inclusion in the articles of incorporation.
Sec. 207. (1)
The articles of incorporation of a corporation incorporated by a county shall must be executed in duplicate by the
chairperson of the county board of commissioners or other commissioner
designated by the county board of commissioners. The articles of incorporation
of a subsidiary corporation of a corporation incorporated by a county shall must be executed in duplicate by the
chairperson of the board of trustees of the parent corporation, or other
trustee designated by the board of trustees. The articles of incorporation shall must then be delivered to the county
clerk who shall file 1 copy in his or her office and the other with the
secretary of the corporation or subsidiary corporation when a secretary is
selected. The county clerk shall cause provide public
notice of the incorporation of the corporation or subsidiary corporation by
meeting 1 of the following:
(a) Before January 1, 2022, publishing a copy of the articles of incorporation to be published once in a newspaper designated in the articles of incorporation and circulating within the county, accompanied by a statement that the right exists to question the validity of the incorporation in court as provided in this section.
(b) Beginning
January 1, 2022, providing public notice of the incorporation by publishing or
posting the articles of incorporation and the statement described in
subdivision (a) as provided in the local government public notice act.
(2) The county clerk shall file 1 printed copy of articles of incorporation delivered to him or her under subsection (1) with the secretary of state and 1 printed copy in his or her office. The county clerk shall attach to each of the printed copies his or her certificate setting forth that the copy is a true and complete copy of the original articles of incorporation on file in his or her office.
(3) The incorporation of a corporation or a subsidiary corporation described in this section is effective at the time provided in the articles of incorporation.
(4) The validity of the incorporation of a corporation or a subsidiary corporation described in this section is conclusively presumed unless questioned in a court of competent jurisdiction within 60 days after the certified copy of the articles of incorporation of that corporation or subsidiary corporation is filed with the secretary of state under subsection (2).
(5) This section does not apply to articles of incorporation of a restructured corporation or restructured subsidiary corporation described in section 305a.
Sec. 255. (1) The incorporation of a corporation
by a city or village shall be is accomplished by approval of articles
of incorporation by resolution of the city council or village council. The
incorporation of a subsidiary corporation shall be by a city or village is accomplished by approval of
articles of incorporation by resolution of the city council or village council.
(2)
The articles of incorporation shall set forth
the of a corporation or a subsidiary
corporation established by a city or village must include all of the following:
(a) The name
of the corporation or subsidiary corporation. ; the
(b) The purposes
for which it the corporation or subsidiary corporation is
created , which that may include all of the purposes for
which a corporation or subsidiary corporation may be organized under this act. ; the
(c) The number,
terms, and manner of selection of the officers of its the board
of trustees of the corporation or
subsidiary board of the subsidiary corporation, as
applicable, which shall that must include a chairperson and a
secretary, and a general description of their respective powers and duties. ; the
(d) The date
upon on which the incorporation shall become of the corporation or subsidiary corporation is effective. ; and the
(e) The name
of the newspaper in which or link to the website where the city clerk or village
clerk is publishing or posting the articles of incorporation shall be published. under section 256(1).
(3) The
articles of incorporation of a subsidiary corporation shall must also
contain the name of the corporation acting as its parent , and
shall must specify the size of the subsidiary
board in accordance with section 258(2).
(4)
The articles of incorporation of a corporation may specify transactions
otherwise within the powers of its board of trustees which shall that must require approval by resolution of the city
council or village council, and may also contain other matters provisions considered expedient to be included for inclusion in the articles of
incorporation.
(5) The articles of incorporation of a subsidiary corporation may specify transactions otherwise within the powers of its subsidiary board which shall that must require approval by resolution of the board of trustees of its designated parent corporation, and may also contain other matters provisions considered expedient to be included for inclusion in the articles of incorporation.
Sec. 256. (1)
The articles of incorporation of a corporation incorporated by a city or
village shall must be executed in duplicate by the
chairperson of the city council or the president of the village council or
other member of the city council or village council designated by the city
council or village council. The articles of incorporation of a subsidiary corporation
of a corporation incorporated by a city or village shall must be
executed in duplicate by the chairperson of the board of trustees of the parent
corporation, or other trustee designated by the board of trustees. The articles
of incorporation shall must then be delivered to the city clerk
or village clerk who shall file 1 copy in his or her office and the other with
the secretary of the corporation or subsidiary corporation when a secretary is
selected. The city clerk or village clerk shall cause provide public
notice of the incorporation of the corporation or subsidiary corporation by
meeting 1 of the following:
(a) Before January 1, 2022, publishing a copy of the articles of incorporation to be published once in a newspaper designated in the articles of incorporation and circulating within the city or village, accompanied by a statement that the right exists to question the validity of the incorporation in court as provided in this section.
(b) Beginning
January 1, 2022, providing public notice of the incorporation by publishing or
posting the articles of incorporation and the statement described in
subdivision (a) as provided in the local government public notice act.
(2) The city clerk or village clerk shall file 1 printed copy of articles of incorporation delivered to him or her under subsection (1) with the secretary of state and 1 printed copy in his or her office. The city clerk or village clerk shall attach to each of the printed copies his or her certificate setting forth that the copy is a true and complete copy of the original articles of incorporation on file in his or her office.
(3) The incorporation of a corporation or a subsidiary corporation described in this section is effective at the time provided in the articles of incorporation, but not before approval of the question of incorporation by the city or village electors under section 251.
(4) The validity of the incorporation of a corporation or a subsidiary corporation described in this section is conclusively presumed unless questioned in a court of competent jurisdiction within 60 days after the certified copy of the articles of incorporation of that corporation or subsidiary corporation is filed with the secretary of state under subsection (2).
(5) This section does not apply to articles of incorporation of a restructured corporation or restructured subsidiary corporation described in section 305a.
Enacting section 1. This amendatory act does not take effect unless Senate Bill No.____ or House Bill No. 6440 (request no. 02449'19) of the 100th Legislature is enacted into law.
